General Terms and Conditions of Supply 2014 Gas Eneco Zakelijk B.V.

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General Terms and

Conditions of Supply

2014

Gas

Eneco Zakelijk B.V.

Entering into effect on 1 april 2014

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OVERVIEW

I. These General Terms and Conditions of Supply govern commercial High-volume Consumption and Low-volume Consumption Connections in context of which Eneco Zakelijk B.V. will provide the Supply of gas. Each article of these General Terms and Conditions of Supply may contain a general section that applies in respect of both commercial High-volume Consumption Connections and commercial Low-volume Consumption Connections. In addition, each article may contain a specific section that applies only in respect of commercial Low-volume Consumption Connections. Such a spe-cific section will be preceded by the title ‘Low-volume Consumption Connections’. II. In these General Terms and Conditions of

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Table of contents

Article 1 Definitions

Article 2 Applicability of the General Terms and Conditions

Article 3 Agreement

Article 4 Connection and transportation Article 5 Authorisation to permit Eneco to start

the Supply of gas Article 6 Programme responsibility Article 7 Recording and using Customer data Article 8 Metering Device and metering data Article 9 Determination and correction of the

volume of the Supply

Article 10 Inspection of the Metering Device and/ or metering data

Article 11 Fees

Article 12 Invoicing and payment

Article 13 Guarantee, advance payment and secu-rity deposit

Article 14 Duty to provide information Article 15 Premature termination Article 16 Relocation

Article 17 Change of circumstances Article 18 Liability

Article 19 Confidentiality Article 20 Force majeure Article 21 Permits

Article 22 Amendments to the General Terms and Conditions

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Article 1 Definitions

Agreement: the agreement between Eneco and the

Customer with respect to the Supply of gas, including any addendums and framework agreements.

Business Day(s): all the days of a year, other than

Saturdays, Sundays and (official) Dutch holidays.

Calendar Day(s): all Business Days, Saturdays,

Sundays and (official) Dutch holidays in a given year.

Connection: one or more connections between a

Gas Distribution Network and a piece of immovable property within the meaning of Article 16(a) to (e) of the Dutch Valuation of Immovable Property Act (Wet waardering onroerende zaken), including between a Gas Distribution Network and another Gas Distribution Network that is not managed by the same Network Manager or owner.

Connection and Transportation Agreement: the

agreement between the Customer and the Network Manager with respect to the connection of the Customer’s System to a Gas Distribution Network and the transport of gas, and the applicable general terms and conditions of the Network Manager.

Consumption Notification: a notification through

which the Network Manager periodically – including at the time of a Supplier Switch, relocation or termi-nation of supply – communicates to the Supplier the meter readings (including corrected meter read-ings) and/or consumptions.

Customer: a natural person who or legal entity that

has concluded an Agreement with Eneco or who/ that intends to conclude an Agreement with Eneco.

Eneco: Eneco Zakelijk B.V. (a holder of a permit to

supply within the meaning of Article 43 of the Gas Act), recorded in the Trade Register of the Chamber of Commerce under number 24296168, having its registered office in Rotterdam, the Netherlands, and its legal successor(s).

Eneco’s Internet Site: Eneco’s website for

Business Customers.

Gas Distribution Network: pipes or auxiliary

materi-als that are linked together that do not form part of a gas production network intended or used to trans-port gas, including cross-border pipes, auxiliary materials and systems used to provide support ser-vices in respect of that transport, except insofar as such pipes or auxiliary materials form part of a direct line or are located inside a Customer’s System.

General Terms and Conditions: these ‘Eneco

Zakelijk B.V. General Terms and Conditions of

Supply 2013 – Gas’, governing the Supply of gas to commercial High-volume Consumption and Low-volume Consumption Connections, including any amendments to them.

High-volume Consumption Connection: a

Connection having a total maximum capacity that exceeds 40 Nm3/hr. In addition, Low-volume Consumption Connections within the meaning of Article 52c of the Gas Act are deemed to be High-volume Consumption Connections.

Laws and Regulations: the applicable laws and

reg-ulations, in any event including the Gas Act, the Technical Codes based on it and other secondary regulations, in addition to the relevant regulations of the National Network Manager, other Network Manager(s) (including regional Network Managers) and the energy sector’s relevant agreements.

Low-volume Consumption Connection: a Connect–

ion having a total maximum capacity of 40 Nm3/hr.

Metering Company: an organisational unit that is

engaged in collecting, validating and determining the readings of the Metering Device(s) in respect of gas for Low-volume Consumption Connections.

Metering Device: the entire assembly of equipment

that is at least intended to measure the gas exchanged.

National Network Manager: a company that is

des-ignated to manage the national Gas Distribution Network on the ground of Article 2 of the Gas Act.

Network Manager: a company that is designated

to manage one or more regional Gas Distribution Networks on the ground of Article 2 of the Gas Act.

Nm3: normal cubic metre, as defined in the Laws

and Regulations (Gas List of Terms).

Parties: the Customer and Eneco.

Recognised Metered Data Responsible: an

organi-sational unit that meets the requirements to be rec-ognised, as stipulated in the Dutch Gas Metering Conditions (Meetvoorwaarden Gas - RNB).

Supplier: the party that is responsible for the

Supply of gas for the benefit of a consumer.

Supplier Switch: the administrative act through

which the National or another Network Manager implements the change from the current Supplier to the new Supplier for the benefit of the Customer’s Connection.

Supply: the administrative act through which the

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available on the Gas Distribution Network, not being the transport.

System: a Customer’s assembly of pipes and

acces-sory materials after the Metering Device, viewed from the Gas Distribution Network.

Written/In Writing: in these General Terms and

Conditions ‘Written’ and ‘In Writing’ are also taken to include electronic communication by e-mail.

Article 2 Applicability of the General

Terms and Conditions

1 The General Terms and Conditions govern any and all offers, quotations and Agreements with respect to Eneco’s Supply of gas to the Customer.

2. In the event of any discrepancy between the provisions contained in the General Terms and Conditions and the Agreement, the provisions contained in the Agreement will prevail. Derogations from the General Terms and Conditions are permitted, provided that they are laid down In Writing and signed by both Parties in a legally valid manner.

3. In the event that one or more provisions con-tained in these General Terms and Conditions are null and void, the other provisions will con-tinue to apply unimpaired and in full. 4. Eneco will make a reasonable arrangement in

respect of any cases that are not provided for in the General Terms and Conditions and the Agreement.

5. The Customer’s general terms and conditions or other terms and conditions are explicitly excluded.

Article 3 Agreement

1. The Agreement will be concluded: a. as a result of Eneco’s accepting the

Customer’s application; and/or b. as a result of the Customer’s accepting

Eneco’s offer; and/or

c. as soon as the Customer has consumed gas from Eneco.

2. The Customer must ensure that the agree-ment(s) for the Supply of gas with its current Supplier has/have been terminated in a legally valid manner prior to the Supply by Eneco. Such termination will be at the Customer’s risk and expense.

3. The Customer must ensure that Eneco is in possession, in a timely manner, of the neces-sary and correct information in order to com-mence the Supply on the agreed date and at the agreed time. In the event that Eneco is not in possession in a timely manner of the neces-sary and correct information, that will be at the Customer’s risk and expense.

4. The Supply will commence on the earliest

possible date, which will be either the com-mencement date stipulated in the Agreement or the date on which the Customer consumes gas for the first time, within the meaning of subsection 1(c) of this Article.

5. In the event that the (National) Network Manager (or other Network Manager) adminis-tratively allocates the Customer’s Connection to Eneco on a date other than the date referred to in subsection 4 of this Article, Eneco will be entitled to recover from the Customer any damage that ensues. 6. The Agreement will be entered into for the

term stipulated in the Agreement. In the event the Agreement does not stipulate the term for which it applies, the Agreement will be deemed to have been entered into for a term of one year.

7. After the Agreement’s end date has passed the Agreement will be tacitly extended, in each case for a term of one year, unless the Agreement has been terminated by giving notice at least three months before the end date of the original Agreement or before the end date of the tacitly extended Agreement has passed.

8. Unless these General Terms and Conditions provide otherwise the Parties are not entitled to terminate the original Agreement or extended Agreement prematurely by giving notice.

9. Only in the event that the Customer: a. has terminated the Agreement in a legally

valid manner or the Agreement ends by operation of law; and

b. the Customer has not concluded a new Written agreement with Eneco; and c. the Supply of gas is not immediately taken

over by another Supplier,

Eneco will be entitled to send the ‘end of supply notice’ to the National Network Manager (or other Network Manager) and to charge the Customer for any costs and/or damage that ensues. In the event that Eneco decides:

a. not to send an ‘end of supply notice’ to the National Network Manager (or other Network Manager); and

b. as a result the Customer continues to receive the quantity of gas needed, the Parties will be deemed to have entered into a new, open-ended Agreement subject to the conditions and fees that Eneco will deter-mine at that time. Eneco will confirm In Writing the new Agreement that has been concluded in that manner. The Customer will be entitled to terminate that new Agreement by giving notice at any time, with due observance of a notice period of 30 Calendar Days.

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Conditions are governed by Dutch law. 11. In the event that the Agreement is entered into

with two or more Customers, each of those Customers will be jointly and severally bound towards Eneco to comply with the Agreement. 12. In these General Terms and Conditions

Low-volume Consumption Connection(s) within the meaning of Article 52c(1) of the Gas Act are deemed to be High-volume Consumption Connection(s). Article 4(6), Article 5, Article 7, Article 8(4) to (9), Article 11(7) and Article 12(10) of these General Terms and Conditions also govern Low-volume Consumption Connection(s) within the meaning of Article 52c(1) of the Gas Act.

13. In the event that the Customer is a representa-tive within the meaning of Article 52c(1) of the Gas Act, the representative guarantees that it has representative authority to perform legal acts on behalf of that group of Customers, including concluding an Agreement with Eneco, and also that all the requirements stipulated in Article 52c of the Gas Act have been met. The representative is required to provide proof of its representative authority to Eneco within two weeks after the Agreement has been con-cluded. In the event of unauthorised represen-tation, Eneco will be entitled to dissolve the Agreement, and any damage that ensues will be at the Customer’s risk and expense. 14. Eneco is entitled to transfer the rights and

obli-gations pursuant to the Agreement and these General Terms and Conditions to, or to have them performed by, a third party. The Customer gives permission in advance for such a transfer.

15. The Customer will be entitled to transfer its rights and obligations pursuant to the Agreement, in whole or in part, to a third party only after it has received prior Written permis-sion to do so from Eneco. Eneco may attach conditions to such permission.

16. The Agreement will continue to apply in full in the event that Eneco’s legal form is converted to a different legal form or in the event that Eneco transfers all or part of its Business to a third party.

17. Eneco will be entitled to refrain from conclud-ing the Agreement or, in the event that the Agreement has already been entered into but there has not yet been any Supply, to post-pone the commencement date of the Supply, and/or to suspend the Supply or to dissolve the Agreement in the event that:

a. the Customer fails to identify itself in the manner indicated by Eneco and/or fails to provide other information that Eneco requires in order to assess the application; and/or

b. the person who has signed the Agreement

on behalf of the Customer was not legally authorised/empowered to do so; and/or c. the Customer has failed to pay a claim of

Eneco’s that is due and payable. This pro-vision also applies in respect of a claim of one or more other or prior parcels, pro-vided that there is a sufficient connection between the claim and the application to justify the refusal; and/or

d. the requirements that Eneco stipulates to the Customer, including security that it requests as defined in Article 13 of these General Terms and Conditions, are not accepted or complied with; and/or e. it is likely that the Customer has not or will

not comply with one or more of the provi-sions or regulations contained in the Agreement or Laws and Regulations. 18. In the event that Eneco decides to suspend the

Supply or to dissolve the Agreement on the ground of subsection 17 of this Article, Eneco will be entitled to send an ‘end of supply notifi-cation’ to the National Network Manager (or other Network Manager). Eneco will notify the Customer In Writing in such cases. In the event of such a situation the Customer will be obliged to reimburse Eneco for the costs that the National Network Manager (or other Network Manager) charges Eneco in that respect.

19. The Customer is obliged to cooperate with the conclusion, performance and possible termina-tion of the Agreement and will refrain from per-forming any acts (or failing to perform any acts) that would impede Eneco from complying with its obligations pursuant to the Agreement or that would cause damage to Eneco’s per-sonnel and/or property. The Customer must impose the same obligation on those persons for whom the Customer is liable on the ground of the law.

20. Except insofar as these General Terms and Conditions explicitly provide otherwise, oral notifications and/or oral undertakings and/or oral agreements will not have any legal effect, unless they have been confirmed In Writing by a person who is authorised to represent Eneco. 21. Any amendments to the Agreement may be

made only if they have been laid down In Writing and signed by both Parties in a legally valid manner.

22. After the Agreement has been terminated the Customer will be bound by the provisions laid down in or pursuant to the Agreement, until the Customer has complied with all its obliga-tions that ensue from the Agreement.

Low-volume Consumption Connections

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provision of services govern the Agreement. The quality criteria can be found on Eneco’s Internet Site.

24. As a supplement to the provisions stipulated in subsection 1 of this Article, Eneco will lay down every Agreement In Writing.

25. In derogation from the provisions stipulated in subsection 6 of this Article, the Agreement will be entered into for an indefinite term (i.e. open ended), unless the Parties have agreed other-wise In Writing.

26. In derogation from the provisions stipulated in subsection 7 of this Article, the Agreement will be tacitly extended for an indefinite term after its end date has passed. The Customer will be entitled to terminate the extended Agreement by giving notice at any time, with due obser-vance of a notice period of 30 Calendar Days, unless the Parties have agreed In Writing on a shorter term.

27. The Customer will not owe any costs in con-nection with the termination of an open-ended Agreement.

28. In the event that the Parties have concluded a fixed-term Agreement and the Customer termi-nates the Agreement before the agreed term has expired, the Customer will owe Eneco the fee agreed for the premature termination. However, the Customer will not owe Eneco any termination fee in the event that the Customer terminates the Agreement within 10 Business Days after notification of a change in the quality criteria for the provision of services by Eneco, other than as a result of an amendment to regulations made by the government. 29. In derogation from the provisions stipulated in

subsection 9 of this Article, Eneco will termi-nate the Supply to the Customer as from the time at which the Agreement has been termi-nated. Unless the Parties agree otherwise In Writing, Eneco will also terminate the Supply to the Customer in the event that, at the time at which the Agreement is terminated, the Customer is not yet entitled to the Supply on the ground of another agreement for Supply and the Network Manager can deactivate the Connection and/or disrupt the transport for that reason.

30. In derogation from the provisions stipulated in subsection 14 of this Article, Eneco will notify the Customer in a timely manner in the event that Eneco transfers its rights and obligations pursuant to the Agreement to a third party. In cases in which Eneco is not liable towards the Customer for a third party’s compliance, or the transfer is not made in connection with the transfer of Eneco’s Business, the Customer will be entitled to terminate the Agreement by giving notice, provided that it does so within 30 Calendar Days after the notice referred to

above has been given, in which case a termina-tion fee within the meaning of Article 15(7) of these General Terms and Conditions will not be due.

31. As a supplement to Article 4(3) of these General Terms and Conditions, after it gives prior warning Eneco will be entitled to: a. suspend the Supply; and/or

b. terminate or dissolve the Agreement; and/or c. limit the Supply if possible or attach special

conditions to the Supply,

in the event that the Customer fails to comply with one or more of its obligations towards Eneco. Such a case will apply, e.g., in the event that the Customer has failed to pay a claim of Eneco’s that is due and payable, including a claim in respect of one or more other or prior parcels, provided that there is a sufficient con-nection between the claim and Eneco’s obliga-tion to justify the measure. Eneco will exercise those powers only in accordance with the rele-vant statutory rules and in the event that the Customer’s failure to comply with its obliga-tions justifies doing so.

32. Eneco will cancel the measures referred to in subsection 31 of this Article only after the Customer has remedied the reason for the measures and has reimbursed in full the costs that ensue from it and any damage that Eneco has sustained as a result. Eneco may attach conditions to its cancelling such measures. 33. Eneco’s legally valid exercise of its powers referred to in subsections 31 and 32 of this Article will not lead to Eneco being liable for any damage that ensues for its doing so.

Article 4 Connection and transportation

1. The Customer must ensure that the Connection(s) is/are in compliance with the Laws and Regulations and that its System(s) is/are connected to the Network Manager’s Network.

2. The Customer must conclude with the relevant Network Manager(s) one or more Connection and Transportation Agreements for the Connection(s) that form(s) part of the Agreement. That/those Connection and Transportation Agreement(s) may not be sus-pended or terminated as long as the Agreement is still in force. Connection and transportation will be at the Customer’s risk and expense at all times.

3. Eneco will be authorised to suspend the Supply and/or dissolve the Agreement in the event that the Customer is not (or no longer is) in compliance with all the conditions and provi-sions pursuant to the Connection and Transportation Agreement.

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interrupts the transport of gas or the transport of gas is limited or interrupted for any other reason, Eneco will be entitled to:

a. immediately suspend and/or limit the Supply; and/or

b. prohibit the consumption for particular pur-poses; and/or

c. attach special conditions to the Supply. Eneco will not be liable for any damage that ensues in this respect.

5. In the event that the Supply is suspended or limited as referred to in subsection 4 of this Article, the validity and term of the Agreement will remain fully in force.

Low-volume Consumption Connections

6. In derogation from the provisions stipulated in subsection 2 of this Article, on the ground of the Gas Act Eneco will conclude the Connection and Transportation Agreement with the Customer on behalf of the Network Manager and will charge the Customer the fees that are periodically due on the ground of the Connection and Transportation Agreement.

Article 5 Authorisation to permit Eneco

to start the Supply of gas

Low-volume Consumption Connections

1. Without prejudice to the Customer’s obligation to conclude a Connection and Transportation Agreement, the Customer authorises Eneco to do whatever is necessary to ensure that the Supply can commence on the agreed date, including, if applicable:

a. requesting information about the Customer’s consumption in the preceding years from the accessible metering regis-ter set up by Network Managers within the meaning of the Electricity and Gas Information Code; and/or

b. request the end date and the notice period of the current Supply agreement from the party that is responsible for the Supply on the ground of that agreement or from the central end-of-contract register set up by Suppliers within the meaning of Article 7(2) of these General Terms and Conditions; and/or

c. terminate the current Supply agreement; and/or

d. apply to the Network Manager for a Connection and Transportation Agreement and – in the event of a relocation – termi-nate the current Connection and Transportation Agreement.

Article 6 Programme responsibility

1. The Customer transfers to Eneco the pro-gramme responsibility, subject to the

conditions stipulated in subsections 2 and 3 of this Article. Eneco will in turn place the pro-gramme responsibility with the recognised party responsible for the programme within the Eneco Group.

2. The Customer undertakes to provide Eneco, at the Customer’s expense, with the information required to comply with the programme responsibility with respect to any scheduled and unscheduled deviations by the Customer and/or third parties in respect of the Business operations that would affect the amount of the Customer’s gas consumption. Scheduled deviations in the Business operations include deviations in the Business operations as a result of maintenance and significant devia-tions in production; unplanned deviadevia-tions in production include deviations in the Business operations as a result of breakdowns and emergencies.

3. In the event that the Customer fails to provide Eneco with the information referred to in sub-section 2 of this Article, fails to do so in a timely manner, fails to provide that information in full or provides that information incorrectly, Eneco will carry out the programme responsi-bility on the basis of estimated information and/or information that is incorrect in whole or in part, in which case Eneco will be entitled to charge the Customer any imbalance costs that ensue. Those costs will be based on subse-quent costing.

Article 7 Recording and using Customer

data

Low-volume Consumption Connections

1. Eneco records the Customer’s data in the context of the application for, conclusion of and/or performance of the Agreement and/or other services.

2. Eneco may use a Suppliers’ central end-of-con-tract register so that the Customer can be informed of any concurrence of the Agreement with another Supply agreement and, if the Customer so wishes, in order to prevent the conclusion of a ‘double’ Supply agreement. The term and notice period of the Agreement will be recorded in that end-of-contract register. Those data may be requested only by a Supplier that has been authorised to do so by the Customer.

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4. Eneco is entitled to have at its disposal the data that have been obtained using the Metering Device and to further process them insofar as it is necessary to do so in order to properly perform the Agreement, including compliance with its statutory duties and/or obligations. That in any event does not include metering data per fifteen minutes and per day. In the event that the Customer considers it desirable for Eneco to also have access to those data the Parties must make a supple-mentary agreement In Writing to that effect. 5. The Customer is entitled to take note of the data that are recorded in respect of it on the ground of subsections 1 to 4 of this Article. To do so the Customer must submit to Eneco a Written request, together with a copy of a valid identification document. The Customer will owe Eneco a fee for processing the request. The Customer is entitled to submit to Eneco a Written, substantiated request to change the data in respect of it. Eneco will send a Written, substantiated response to such a request.

Article 8 Metering Device and metering

data

1. The Customer is responsible for having one or more Metering Devices that are in compliance with the Laws and Regulations installed and maintained, at its own risk and expense, includ-ing the proper administrative registration of the identifying characteristics of the Metering Device(s) in the systems intended for that purpose.

2. The Customer is responsible for having the metering data in respect of the Connection(s) recorded properly and in a timely manner, at its own risk and expense, in accordance with the provisions contained in the Connection and Transportation Agreement and the Laws and Regulations, and for ensuring that they are provided to Eneco properly and in a timely manner.

3. In the event that the Customer does not comply/has not complied with the provisions stipulated in subsections 1 and 2 of this Article, Eneco will be entitled to charge the Customer for any damage and/or costs that ensue.

Low-volume Consumption Connections

4. In derogation from the provisions contained in subsection 1 of this Article, the Network Manager will be responsible for installing and maintaining one or more Metering Devices. 5. The Customer authorises Eneco, or the

Metering Company that Eneco engages, to collect the metering data registered by the Metering Device and to further process them (or have them processed).

6. The Customer is obliged to use the Metering Company that Eneco engages.

7. In derogation from the provisions contained in subsection 6 of this Article, the Customer is free to choose the Metering Company in respect of its Low-volume Consumption Connection(s) within the meaning of Article 52c(1) of the Gas Act. The Customer must notify Eneco at least 30 Calendar Days before the commencement date of the Agreement in the event that the Customer chooses a differ-ent Metering Company than the Metering Company that Eneco engages. In the event that the Customer fails to notify Eneco in that respect, or fails to do so in a timely manner, the Customer will be obliged to use the Metering Company that Eneco engages. 8. Eneco reserves the right to charge the

Customer the costs related to carrying out the duties and complying with the responsibilities of the Metering Company that Eneco engages. 9. The Customer is obliged to give the Metering

Company that Eneco engages access to the Metering Device(s) at all times so that the metering data can be collected and passed on to Eneco in a timely manner. In the event that the Customer fails to do so that will be at the Customer’s own risk and expense, in which context the Customer will bear the conse-quences of, e.g., the estimation of data and extra costs incurred in order to obtain the metering data later.

Article 9 Determination and correction

of the volume of the Supply

1. The scope of the quantity of gas that the Customer consumes (also to be referred to below as the volume of the Supply) is mea-sured using the Metering Device(s) that belong to the relevant Connection(s) of the Customer. The Recognised Metered Data Responsible or the Metering Company will collect the metering data and pass them on to the National Network Manager (or other Network Manager). The National Network Manager (or other Network Manager) will send those metering data to Eneco by means of Consumption Notifications. In principle Eneco will invoice the volume of the Supply to the Customer on the basis of the Consumption Notifications. 2. The Consumption Notifications referred to in

subsection 1 of this Article are the only basis for the definitive determination of the volume of the Supply and the relating invoicing, subject to the provisions contained in subsection 3 of this Article and Article 10 of these General Terms and Conditions.

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is unable to have at its disposal the metering data that are relevant for it (or is unable to do so in a timely manner), or in the event that a manifest error is made when the metering data is collected or passed on, Eneco will be autho-rised to estimate the volume of the Supply in the period in question. In that context Eneco will use the data that it has at its disposal in that respect, notwithstanding Eneco’s obliga-tion to subsequently charge the Customer, if possible, for the quantity of gas that the Customer actually consumed in the period in question. Standards that may be used to make the estimate include:

a. the volume of the Supply in the same period in the preceding year; or b. the average volume of the Supply in the

preceding and subsequent period; or c. another fair standard.

4. Eneco is entitled to estimate the expected volume of the Supply in advance and to period-ically charge the Customer for it. Eneco will notify the Customer In Writing in the event that it exercises that power. Eneco will set off with the Customer any differences between the quantity of gas that it estimated in advance and charged to the Customer in respect of a particular period against the quantity of gas that the Customer consumed in the period in question according to the Consumption Notification from the National Network Manager (or other Network Manager). 5. As soon as Eneco has received a Consumption

Notification from the National Network Manager (or other Network Manager) for the period in respect of which Eneco has charged the Customer for an estimated consumption, Eneco will set off any difference between the estimate referred to in subsections 3 and 4 of this Article against the quantity of gas that the Customer has consumed according to the Consumption Notification from the National Network Manager (or other Network Manager). Those differences will be set off only in respect of a maximum period of 24 months, back-calcu-lated from the date on which Eneco receives the Consumption Notification from the National Network Manager (or other Network Manager); such differences will be set off in favour of Eneco in respect of the entire cor-rected consumption period, in which context Eneco will also be entitled to charge the Customer interest at a rate of three (3) percent.

6. In the event that Eneco receives a

Consumption Notification (or other notification) from the National Network Manager (or other Network Manager) containing a corrected volume of Supply in respect of a particular period, Eneco will recalculate, with due

observance of the provisions contained in sub-section 7 of this Article, the fee that the Customer owes Eneco in respect of the cor-rected consumption period. An amount may be set off with the Customer on the basis of that recalculation. This subsection applies notwith-standing the provisions contained in Article 10 of these General Terms and Conditions. 7. In the event that it appears from the

recalcula-tion referred to in subsecrecalcula-tion 6 of this Article that Eneco must pay an amount to the Customer, the setoff will be in favour of the Customer. The period in respect of which such a recalculation will be made will not exceed 24 months, back-calculated from the date on which Eneco receives the corrected Consumption Notification from the National Network Manager (or other Network Manager). In the event that it appears from the recalcula-tion referred to in subsecrecalcula-tion 6 of this Article that the Customer must pay an amount to Eneco, the setoff will be in favour of Eneco, in which case Eneco will be entitled to apply that setoff in respect of the entire corrected con-sumption period and to charge the Customer the amount that results from the setoff. 8. In the event that at any time Eneco has

charged the Customer for an incorrect volume of the Supply, in respect of any period whatso-ever, regardless of the cause, Eneco will be obliged only to recalculate the volume of the Supply and the related setoff with the Customer in accordance with the provisions contained in Articles 9 and 10 of these General Terms and Conditions. In that respect, under no circumstances can Eneco be obliged to pay any other compensation and/or set off any other amount.

Article 10 Inspection of the Metering

Device and/or metering data

1. In the event that there is any doubt about the accuracy of the volume of the Supply that Eneco charges the Customer in accordance with the provisions contained in Article 9(1) of these General Terms and Conditions, caused by, e.g.:

a. incorrect operation of the Metering Device; and/or

b. inaccurate relevant metering data that third parties provide to Eneco; and/or c. inaccurate administrative recording and

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and inform the other Party In Writing of the results of the investigation immediately after the investigation has been completed. Under no circumstances will the request for an inves-tigation referred to in this subsection lead the repeal or suspension of the Customer’s obliga-tion to pay Eneco for the volume of the Supply that has already been charged.

2. The costs of the investigation referred to in subsection 1 of this Article will be paid by the Party that the relevant Recognised Metered Data Responsible, the relevant Metering Company or the relevant National Network Manager (or other Network Manager) has found to be in the wrong, or largely in the wrong, notwithstanding any possibilities that Party may have to recover those costs from a third party.

3. In the event that it appears from the investiga-tion that the volume of the Supply referred to in subsection 1 of this Article for which Eneco has charged the Customer was incorrect, Eneco will request the National Network Manager (or other Network Manager) to provide a corrected Consumption Notification on the basis of the outcome of the investigation.

4. After it receives the corrected Consumption Notification referred to in subsection 3 of this Article, Eneco will recalculate the fee that the Customer owes Eneco for the corrected con-sumption period, with due observance of the provisions contained in the following subsec-tion. An amount may be set off with the Customer on that basis.

5. In the event that it appears from the recalcula-tion that Eneco must pay an amount to the Customer, the setoff will be in the Customer’s favour. The period in respect of such a setoff will not exceed 24 months, back-calculated from the date of the Written notification referred to in subsection 1 of this Article. In the event that it appears from the recalculation that the Customer must pay an amount to Eneco, the setoff will be in favour of Eneco, in which case Eneco will be entitled to implement that setoff in respect of the entire corrected consumption period and to charge the Customer the amount that results from the setoff.

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6. The Customer must notify Eneco immediately in the event that an inspection of the Metering Device and/or metering data is desired on the ground of the Connection and Transportation Agreement or on other grounds and must inform Eneco of the result of the inspection referred to in this subsection immediately after the inspection has been completed.

Article 11 Fees

1. The Customer will owe Eneco fees, in accor-dance with the Agreement, for the Supply and any other services agreed.

2. Eneco is entitled to adjust the fees agreed, unless the Parties have agreed otherwise. 3. Eneco reserves the right to charge on to the

Customer the consequences of: a. amendments to the Laws and

Regulations, such as adjustments of rates for energy tax and VAT; and/or

b. generic changes, such as in the event of a restructuring of the gas market model, for example in the general pricing structure for capacity, national transport, penalties and/or commodity,

implemented before or during the term of the Agreement. The Customer will not be entitled to terminate the Agreement prematurely in the event that such a situation arises.

4. All the fees that the Customer owes on the ground of the Agreement will be increased by any and all existing taxes, surcharges and/or duties, or any taxes, surcharges and/or duties that are introduced, that Eneco is obliged or authorised to charge the Customer pursuant to a government order.

5. In the event that an additional assessment is imposed on Eneco by, e.g., the Dutch Tax and Customs Administration (Belastingdienst) in respect of the taxes, surcharges and/or duties referred to in subsection 4 of this Article, such as energy tax and VAT, Eneco will be entitled to charge the additional assessment on to the Customer, including the interest applied. Eneco reserves the right to increase that additional assessment by the other costs that Eneco has incurred.

6. In the event that the Agreement is tacitly extended, as from the date on which the Agreement is extended the Customer will owe Eneco a fee to be determined by Eneco. That fee that is due and/or any other services will be determined by Eneco periodically. In addi-tion, Eneco will be entitled to change the condi-tions underlying the tacitly extended Agreement.

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7. Adjustments of fees on the ground of the Connection and Transportation Agreement, as referred to in Article 4(6) of these General Terms and Conditions, will be made in accor-dance with the general terms and conditions of the Network Manager(s).

Article 12 Invoicing and payment

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Conditions, by means of an itemised invoice. 2. Eneco will be entitled to send the Customer a

corrected invoice, for example after Eneco has received a corrected Consumption Notification from the National Network Manager (or other Network Manager) in respect of a particular period.

3. The payment term is a maximum of 14 Calendar Days after the date of the invoice. 4. The statutory time limit will commence 14

Calendar Days after the date of the invoice in question.

5. In the event that the Customer fails to pay the invoice and/or fails to pay it in full and in a timely manner, the Customer will be in default by operation of law without any further notice being required. Under no circumstances will the payment obligation be repealed or suspended on the ground of objections to the invoice. 6. In the event that the Customer fails to pay an

invoice within the payment term, in addition to the amount invoiced it will also owe statutory interest for commercial transactions for each Calendar Day on which the payment is made late, without prejudice to Eneco’s right to reim-bursement of the judicial and/or extrajudicial collection costs. Eneco may demand immediate payment of the amounts referred to in this subsection.

7. Unlike Eneco, the Customer is not entitled to set off the amounts that it is charged against any amount that Eneco owes it. The Customer also is not entitled to suspend its payment obligation.

8. The Parties will agree on the payment method. Eneco will offer the Customer the choice to make payment by bank transfer or direct debit. Eneco does not accept payments in cash.

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9. In derogation from the provisions stipulated in subsection 7 of this Article, the Customer will be entitled to set off any amount that Eneco owes it in the event that the statutory require-ments governing setoffs have been met. However, the Customer is not entitled to set off any amounts that Eneco has charged by means of advance invoices.

10. Eneco will charge the Customer the fees due in respect of the Supply and the fees that the Customer periodically owes the Network Manager on the ground of the Connection and Transportation Agreement. The Customer is obliged to pay those fees due to Eneco. In order to discharge its obligations the Customer may pay those fees only to Eneco.

11. Eneco will charge the fees to the Customer by means of an itemised invoice in the event of relocation, in the event that the Agreement is terminated, and otherwise at least once a year.

The criteria that Eneco applies in this respect are stipulated in the quality criteria for the pro-vision of services by Eneco.

12. At Eneco’s request the Customer will owe advances on the amounts that it will have to pay in respect of the Supply during the current settlement term. Eneco will determine in rea-sonableness the amount of the advances, the period to which they relate and the times at which they will be charged to the Customer and must be paid. The Customer may request Eneco to adjust the amount of the advances, provided that it substantiates the reasons for doing so. Eneco will render a decision in respect of such a request in reasonableness. 13. In the itemised invoice, which will be sent to the Customer at least once a year in accor-dance with subsection 1 of this Article, at least the advances that the Customer has been charged and/or advances paid will be set off.

Article 13 Guarantee, advance payment

and security deposit

1. Eneco is entitled to investigate the Customer’s creditworthiness (or to have it investigated) at any time in order to assess whether the Customer will be able to comply with its obliga-tions pursuant to the Agreement. The Customer will cooperate with such an investigation.

2. Immediately at Eneco’s request the Customer will be obliged to furnish security for fees and/ or financial positions that Eneco takes on behalf of the Customer that ensue directly from reservations of capacity and/or (a) pur-chase position(s) taken that the Customer owes or will owe in the future on the ground of the Agreement. Eneco will determine the type of security to be furnished, in which context it may choose, e.g., an unconditional and irrevo-cable bank guarantee for an indefinite term, to be issued by a reputable financial institution in the Netherlands that is under the supervision of the Dutch Central Bank (De Nederlandsche Bank) and that has an ‘A’ rating and/or a secu-rity deposit and/or a periodic advance payment. At the Customer’s request Eneco will inform the Customer why it has requested that the Customer furnish security. However, the Customer who is making such a request will not in any way affect the Customer’s obligation to provide Eneco with the security requested. The costs related to such security (and its being furnished) will be paid by the Customer. 3. Eneco will be entitled to request the Customer

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4. The Customer must furnish the security referred to in subsection 2 of this Article within 10 Business Days after Eneco requests it. In the event that the Customer fails to do so Eneco will be entitled to suspend the Supply for a term to be determined by Eneco or to dis-solve the Agreement effective immediately, or to resell on the market, in whole or in part, the financial positions that have been taken on behalf of the Customer that ensue directly from reservations of capacity and/or (a) pur-chase position(s) taken, at the market prices that apply at that time, or to hedge them or phase them out in another manner. Any and all negative trading results or other results, damage and costs that ensue will be paid by the Customer. Eneco will not owe the Customer any compensation in such cases, but the Customer will be liable for compensation towards Eneco.

5. Eneco will determine the amount of the secu-rity referred to in subsection 2 of this Article, which will be at least equal to the amount that Eneco is of the opinion the Customer owes for a Supply term of six months, plus any financial positions that Eneco has taken on behalf of the Customer that ensue directly from reserva-tions of capacity and/or (a) purchase position(s) taken, unless Eneco is of the opinion that it requires a lesser amount of security. 6. Eneco will not refund a security deposit until

the Customer has paid any and all claims that ensue from the Agreement and there are no longer any financial positions that Eneco has taken on behalf of the Customer that ensue directly from reservations of capacity and/or (a) purchase position(s) taken. In the event that the Customer fails to pay any and all outstand-ing claims within a reasonable term to be stipu-lated by Eneco, Eneco will be entitled to deduct such claims from the security deposit before refunding the remainder of the security deposit to the Customer.

7. Eneco will pay the Customer interest as from the date on which the Customer pays the Security Deposit. The interest percentage on the security deposit will be equal to the statu-tory interest rate on consumer transactions minus three (3) percent, subject at all times to a minimum of one (1) percent.

8. Eneco will pay (and/or set off) the interest to the Customer when it refunds the security deposit.

9. In the event that Eneco exercises the powers referred to in this Article, under no circum-stances can that lead to any liability on the part of Eneco towards the Customer.

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10. In derogation from the provisions stipulated in

subsection 2 of this Article, Eneco will not be entitled to request any further security from the Customer in the event that Eneco requests periodic advance payments of the amounts due on the ground of the Agreement. 11. As a supplement to the provisions stipulated in

subsection 6 of this Article, when the Agreement is terminated the security deposit will be refunded or set off within six weeks after the final invoice.

Article 14 Duty to provide information

1. The Parties are obliged to notify each other immediately in the event that a characteristic of the Connection, such as the consumption category, changes compared with what the Parties have agreed. In such cases Eneco will be entitled to adjust the fee for the Supply as from the time at which the change occurs. 2. The Customer is obliged to notify Eneco In

Writing immediately in the event that the Customer can expect that the actual quantity of gas that it will consume will deviate from the contracted quantity of gas by more than 10 percent or that its expected consumption profile deviates from the historic consumption profile that the Customer previously provided to Eneco. Eneco will then determine in reason-ableness the conditions pursuant to which gas will be supplied to the Customer for the remaining agreed Supply period.

3. The Customer is obliged to notify Eneco imme-diately of any relevant circumstances and/or changes that are relevant in connection with the performance of the Agreement, in any event including:

a. scheduled interruptions in and/or sched-uled changes to the standard Business operations;

b. unscheduled interruptions, breakdowns, shutdowns and/or other unscheduled deviations from the standard Business operations;

c. information concerning a deterioration (or possible deterioration) in its financial position;

d. changes to the Customer’s name as indi-cated in the Agreement;

e. changes to the representative, if any; f. changes to the names and e-mail

addresses of contact persons; g. changes to bank account numbers and

invoice and/or correspondence address(es);

h. an intended relocation, contract takeover or Business discontinuation; and i. organisational changes, such as mergers,

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Network Manager regarding the information, cases and changes of circumstances within the meaning of subsection 3 of this Article, if and subject to the condition that the Network Manager requires them and uses them exclu-sively in order to comply with its statutory duties and/or obligations, including the proper performance of the Connection and Transportation Agreement.

5. In the event that the Customer fails to notify Eneco immediately of the changes, deviations or cases (or any intended changes, deviations or cases) referred to in subsections 1 to 3 of this Article, the Customer will be liable for any damage that Eneco sustains as a result. Such damage could consist of, e.g., costs that Eneco incurs in order to purchase and/or sell quanti-ties of gas on the wholesale market and other costs that Eneco is charged, such as extra costs for flexibility and/or exit and connection.

Article 15 Premature termination

1. Without prejudice to their other rights pursuant to this Agreement, the Parties will be entitled to dissolve the Agreement effective immedi-ately by means of a registered letter, without any demand, notice of default or judicial inter-vention being required, in the event that: a. the other Party is granted a suspension of

payments; and/or

b. the other Party files a petition for bank-ruptcy or is declared bankrupt.

In the event that the Agreement is terminated in accordance with the provisions stipulated in this subsection, under no circumstances will the Party that dissolves the Agreement be liable for any damage, the foregoing without prejudice to the provisions contained in sub-section 6 of this Article.

2. In derogation from the provisions stipulated in subsection 3 of these General Terms and Conditions, without prejudice to Eneco’s other rights pursuant to this Agreement Eneco will be entitled to dissolve the Agreement effective immediately by means of a registered letter, without any demand, notice of default or judicial intervention being required, in the event that: a. the other Party is in default in respect of

its compliance with its payment obligation and that default has continued longer than 14 Calendar Days; and/or

b. the other Party is otherwise in default in respect of its compliance with its obliga-tions pursuant to the Agreement; and/or c. the Customer’s necessary Connection and

Transportation Agreement has been termi-nated; and/or

d. the Customer has had a Supplier Switch implemented in respect of the gas that it purchases from Eneco.

Under no circumstances will Eneco be liable for any damage in the event that Eneco termi-nates the Agreement in accordance with the provisions stipulated in this subsection. 3. In derogation from the provisions stipulated in

Article 3 of these General Terms and Conditions, the Customer will be entitled to terminate the Agreement by giving notice in the event that the Customer discontinues its Business, in which case the Customer will be entitled to terminate the Agreement by giving notice In Writing immediately after the resolu-tion to discontinue the Business has been passed.

4. The Customer will owe Eneco a termination fee that will be due and payable immediately in the event that the Agreement is terminated pre-maturely on the grounds stipulated in subsec-tions 1, 2 and 3 of this Article. Eneco will determine the amount of that termination fee and will calculate it on the basis of the number of months between the premature termination of the Agreement on the one hand and the original end date of the Agreement on the other. The termination fee may consist of various components, including:

a. costs for the sale of gas that has already been purchased;

b. agreed surcharges; c. costs for flexibility; d. costs for exit and connection; e. costs for transportation and services; f. agreed regional surcharges; g. costs for handling the premature

termination;

h. damage caused by Eneco’s reversing financial positions that it has taken on behalf of the Customer that ensue directly from reservations of capacity and/or (a) purchase position(s) taken; and

i. other loss of income and/or costs, such as profit that has not been earned, fees that have not been charged and an interest payment.

5. In the event that the Agreement is terminated prematurely on the ground of this Article, the amounts that the Customer already owed at the time at which the Agreement is terminated will be immediately due and payable. 6. Eneco’s rightfully exercising its powers as

stip-ulated in this Article will not lead to it being liable for any damage that ensues.

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Reasonable Termination Fee Guidelines.1

8. As a supplement to subsections 1 and 2 of this Article, Eneco will be authorised to dissolve the Agreement without any judicial intervention being required in the event that:

a. the interruption of the Supply referred to in Article 4(4) of these General Terms and Conditions continues longer than 30 con-secutive Calendar Days;

b. a debt rescheduling scheme is declared to apply at law in respect of the Customer; or c. the Customer is granted a suspension of

payments or the Customer is declared bankrupt.

Eneco will also be entitled to suspend the Supply in the event of a bankruptcy, suspen-sion of payments or a debt rescheduling scheme that is declared to apply at law. 9. Eneco will notify the Customer immediately in

the event that it exercises its powers as stipu-lated in this Article.

Article 16 Relocation

1. In the event that the Customer relocates it will be obliged to have the Agreement continue for the remainder of its term for the benefit of the new parcel(s). The Customer must notify Eneco In Writing with respect to the relocation at least 30 Calendar Days before the relocation date. 2. Eneco reserves the right to modify the

Agreement, including the fee, and to charge the Customer for any costs incurred in the event that Eneco is of the opinion that the Supply at the Connection(s) of the new par-cel(s) deviates considerably from the Supply at the Connection(s) at the old parcel(s) or in the event that it appears that the consumption category or categories of the Connection(s) at the new parcel(s) deviate(s) from the consump-tion category or categories of the

Connection(s) at the old parcel(s).

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3. In the event that it relocates the Customer will be obliged:

a. in derogation from the provisions stipu-lated in subsection 1 of this Article, to notify Eneco at least 10 Business Days before the Customer obtains possession of the new parcel with respect to the impending relocation and its new address(es); and

b. notify Eneco within 5 Business Days after the Customer has lost possession of the old parcel of the readings of the old par-cel’s Metering Device(s) at the time of departure, by means of a statement that it has signed (and that preferably has also

been signed by the new owner(s)/resi-dent(s)); and

c. notify Eneco within 5 Business Days after the Customer has obtained possession of the new parcel of the readings of the new parcel’s Metering Device(s) at the time of occupation, by means of a statement that it has signed (and that preferably has also been signed by the former owner(s)/ resident(s)).

4. In the event of relocation Eneco will inform the Customer regarding matters such as the termi-nation of the Connection and Transportation Agreement in respect of the old parcel and the conclusion of a Connection and Transportation Agreement in respect of the new parcel. 5. Eneco will be entitled to amend the Agreement

in the event that it expects that the Supply in the new parcel will deviate considerably from the Supply in the old parcel.

6. In the event that the Customer relocates and temporarily does not yet have a new Connection at its disposal at the new parcel, the Parties will determine in consultation whether, and if so subject to what conditions, Eneco’s obligation to Supply will be suspended until the time at which the Customer has a Connection at its disposal at the new parcel. 7. In the event that the Customer relocates and

temporarily has two Connections at its dis-posal, Eneco will take care of the Supply for both the old parcel and the new parcel subject to the conditions agreed, unless Eneco cannot reasonably be expected to continue to take care of the Supply for the old parcel subject to the conditions agreed.

Article 17 Change of circumstances

1. In the event that unexpected circumstances arise, such as (an) amendment(s) to the Laws and Regulations, as a result of which, on the basis of the standards of reasonableness and fairness, one or both of the Parties no longer can be expected to maintain the Agreement unchanged, the Parties will modify the existing Agreement insofar as necessary.

2. If, in the situation described in subsection 1 of this Article, the Parties are unable to modify the existing Agreement, the Parties will consult regarding the conclusion of a new Agreement.

Article 18 Liability

1. Eneco will not be liable towards the Customer for damage that the Customer sustains as a result of:

a. any breach or wrongful act on the part of Eneco; or

b. the conduct of persons for whom Eneco is legally liable; or

1 Richtsnoeren Redelijke Opzegvergoedingen

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c. defects in goods for which Eneco is legally liable.

2. Insofar as Eneco would be liable towards the Customer and the provisions stipulated in sub-section 1 of this Article do not apply for any reason whatsoever, Eneco’s liability will be limited to the Customer’s direct damage as a result of any event for which Eneco is legally liable. Eneco is not liable for indirect damage. Indirect damage includes:

a. consequential damage; b. trading loss; c. loss of income; d. lost savings;

e. damage as a result of Business interruption;

f. damage as a result of a decrease in goodwill;

g. the Customer’s liability towards third parties; and

h. immaterial damage.

3. Insofar as Eneco is obliged towards the Customer to compensate damage, with due observance of the provisions contained in sub-sections 1 and 2 of this Article, that obligation to compensate damage will be limited in all cases to an amount equal to three times the average monthly invoice amount for the Supply (inclusive of energy tax and VAT), to be calcu-lated on the basis of the preceding 12 months, the foregoing subject at all times to a maximum of EUR 500,000 (inclusive of energy tax and VAT), for each incident.

4. The limitation of liability that ensues from the provisions contained in subsection 3 of this Article will lapse in the event that there has been an intentional act or omission on the part of Eneco itself in respect of occurrence of the damage referred to in that subsection. 5. The Customer indemnifies Eneco in respect of

the obligation to pay compensation of damage to third parties, if and insofar as the damage for which Eneco is being held liable is the result of:

a. Eneco’s performance of the Agreement; or b. an incident for which the Customer is

liable towards Eneco contractually or non-contractually,

except insofar as there has been an intentional act or omission on the part of Eneco itself in respect of occurrence of the damage. 6. The Customer must notify Eneco In Writing of

any damage as quickly as possible, but in any event within 60 Calendar Days after the damage arose, unless the Customer can plausi-bly demonstrate that it could not have reported the damage any earlier.

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7. Subsections 3 to 5 of this Article do not apply.

8. Except in the case of damage that arises as a result of an intentional act or omission or gross negligence on the part of Eneco, in all cases compensation is excluded in respect of damage:

a. to objects that the Customer uses in the context of conducting a Business or prac-tising a profession; or

b. as a result of a Business interruption; or c. as a result of an inability to practise a

pro-fession; or

d. as a result of a loss of profits.

9. If and insofar as Eneco is obliged towards the Customer to compensate damage in the context of these General Terms and Conditions, damage will qualify for compensa-tion only up to the maximum amount of EUR 2,000,000 (two million euros) for each incident for all Customers jointly. In the event that the total of the incidents of damage to persons and/or property exceed EUR 2,000,000, the Customers’ claims will be paid proportionately. 10. Moreover, compensation of damage other than

personal injury is limited to the maximum amount of EUR 1,400 (one thousand and four hundred euros) per Customer, regardless of the scope of the total amount of the damage. 11. The liability regime stipulated in the preceding

subsections of this Article also apply in respect of third parties that Eneco engages in connec-tion with the performance of the Agreement and in respect of persons for whom Eneco or such a third party is liable.

Article 19 Confidentiality

1. The Parties deem the content of the Agreement and any and all information that the Parties obtain in the context of the Agreement, with the exception of the metering data and information that is public knowledge, to be strictly confidential information. The Parties will maintain complete confidentiality in respect of the confidential information during the term of the Agreement and for a term of 3 years after the Agreement has ended. 2. The Parties will not disseminate the

confiden-tial information within their organisations in a circle that is broader than that which is neces-sary in order to properly perform the Agreement. The Parties must impose on their personnel an obligation to comply with these provisions governing confidentiality. 3. Confidential information will be provided to

third parties only after the other Party has given permission to do so In Writing and in cases in which there is a statutory obligation to do so.

Article 20 Force majeure

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prevented from complying with its obligations pursuant to the Agreement as a result of force majeure, that Party must immediately inform the other Party of the situation involving force majeure, stating all the relevant circumstances, including a reasonable estimate of how long the situation involving force majeure is expected to last. That Party must also keep the other Party informed about any and all developments that are related to the situation involving force majeure. In order to end the sit-uation involving force majeure as quickly as possible, the Party that is affected by force majeure will be required to take whatever mea-sures can be expected from a reasonable Party acting with due care. Such measures will be at the risk and expense of the Party that is affected by force majeure.

2. Without prejudice to the provisions contained in Articles 4 and 18 of the General Terms and Conditions, Eneco will be entitled to invoke force majeure in the event that the Customer’s consumption is impeded by the following circumstances:

a. a failure of the Customer’s System or Connection to operate or to operate prop-erly; and/or

b. an interruption or limitation of the Supply as a result of the Gas Distribution Network failing to operate or failing to operate properly; and/or

c. a lack, suspension or termination of a Connection and Transportation Agreement; and/or

d. any other circumstance in the context of the Connection and the transportation of gas.

Any consequences of such impediments will be at the Customer’s risk and expense.

Article 21 Permits

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1. The obligation to Supply in accordance with the Agreement will end in the event that the supply permit that has been granted to Eneco is revoked.

Article 22 Amendments to the General

Terms and Conditions

1. Eneco is entitled to amend its terms and condi-tions, unless the Parties have agreed other-wise In Writing. Eneco will give notice of amendments to the terms and conditions at least 10 Calendar Days before they enter into effect. Such amendments will enter into effect on the date indicated in the notification. 2. Eneco will give notice of the amendments

referred to in subsection 1 of this Article by means of a personal notification and/or by

means of a general announcement on Eneco’s Internet Site and/or in one or more daily news-papers or weekly magazines that are distri-buted in the Netherlands.

3. The amendments referred to in subsection 1 of this Article also apply in respect of Agreements that are already in effect, unless the Parties have agreed otherwise In Writing.

4. The Customer will not be entitled to terminate the Agreement prematurely in the event that Eneco amends its General Terms and Conditions.

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5. In derogation from the provisions stipulated in subsection 4 of this Article, in the event that Eneco amends the General Terms and Conditions the Customer will be entitled to ter-minate the Agreement prematurely. In such cases Eneco will inform the Customer of the possibility to terminate the Agreement prema-turely by giving notice in the notification referred to in subsection 2 of this Article.

Article 23 Disputes

1. Any disputes between the Parties in respect of the Agreement or further Agreements that result from it that the Parties cannot resolve in consultation will be resolved by the District Court of Rotterdam.

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2. In derogation from the provisions stipulated in subsection 1 of this Article, in the event that the Customer has a complaint regarding the conclusion or performance of the Agreement or regarding the rates that Eneco invoices for the Network Manager (with the exception of the rejection of a proposed repayment arrange-ment) the Customer must first submit that complaint to Eneco. The quality criteria for the provision of services by Eneco contain a description of how the Customer must submit a complaint and the term within which the Customer will receive a response from Eneco. 3. In the event that a complaint is not resolved to

the satisfaction of both Parties, and in the event that a proposed repayment arrangement is rejected, either the Customer or Eneco may submit the dispute to the Commercial Energy Committee of the Dutch Foundation for Consumer Complaints Boards (De

Geschillencommissie, to be referred to as the ‘Complaints Board’)2 or to the District Court of

Rotterdam.

4. In the event that the Customer chooses to submit a dispute to the Complaints Board Eneco will be bound by that choice.

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5. A complaint must be submitted to the Complaints Board In Writing within 3 months after the complaint is submitted to Eneco. 6. In the event that Eneco chooses to have a

dispute handled by the Complaints Board it will submit a Written proposal to the Customer to that effect. In the event that the Customer fails to confirm In Writing within 5 weeks that it accepts the handling of the dispute by the Complaints Board, Eneco will submit the dispute to the District Court of Rotterdam. In the event that the Customer rejects the pro-posal or has not accepted the propro-posal within the term of 5 weeks and Eneco has failed to submit the dispute to the District Court of Rotterdam within 2 months, the Customer will be entitled to submit the dispute to the Complaints Board to be handled.

7. The Complaints Board will render a decision subject to the conditions laid down in its rules of procedure. The Complaints Board’s deci-sions are binding on both Parties. A small fee is due for the handling of a complaint. In the event that the Complaints Board rules that the Customer’s complaint is well founded, Eneco will reimburse the Customer for that fee.

Article 24 Final provisions

1. The General Terms and Conditions enter into effect on 1 April 2014.

2. The General Terms and Conditions may be referred to as the ‘Eneco Zakelijk B.V. General Terms and Conditions of Supply 2014 – Gas’. 3. The General Terms and Conditions are

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References

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